Norwood Financial director granted 45 shares

Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Matergia Ralph A reported acquisition or exercise transactions in this Form 4 filing.

NORWOOD FINANCIAL CORP director Ralph A. Matergia received an equity grant of 45 shares of Common Stock on April 10, 2026 at $30.39 per share. This award, described as Director Retainer Shares under the 2024 Equity Incentive Plan, increased his directly held position to 26,473 shares.

He also reports several indirect Restricted Stock holdings, which vest in scheduled installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, subject to continued service as an employee, outside director or director emeritus.

Insider Trade Summary

Grant/Award: 45 shares

Grant/Award 7 txns

Insider Matergia Ralph A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	45	$30.39	$1K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 26,473 shares (Direct); Common Stock — 2,197 shares (Indirect, Restricted Stock)

Footnotes (6)

1. F1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.
2. F2. Award vests in five equal installments beginning on December 14, 2022 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
3. F3. Award vests in five equal installments beginning on December 13, 2023 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
4. F4. Award vests in five equal installments beginning on December 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
5. F5. Award vests in three equal installments beginning on December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.
6. F6. Award vests in three equal installments beginning on December 15, 2026 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

Key Figures

Director grant size: 45 shares Reported price per share: $30.39 per share Direct holdings after grant: 26,473 shares +2 more

5 metrics

Director grant size 45 shares Common Stock grant on April 10, 2026

Reported price per share $30.39 per share Value used for the 45-share grant

Direct holdings after grant 26,473 shares Common Stock directly held by director after transaction

Restricted Stock holding example 825 shares One of several indirect Restricted Stock positions

Vesting start date (award group) December 14, 2022 First of several installment vesting start dates

Key Terms

Director Retainer Shares, 2024 Equity Incentive Plan, Restricted Stock, vests in five equal installments, +1 more

5 terms

Director Retainer Shares financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan."

2024 Equity Incentive Plan financial

"Director Retainer Shares issued under the 2024 Equity Incentive Plan."

Restricted Stock financial

"nature_of_ownership: "Restricted Stock" for several indirect holdings."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

vests in five equal installments financial

"Award vests in five equal installments beginning on December 14, 2022 and annually thereafter"

Director Emeritus financial

"during such periods of continued service as an Employee, Outside Director or Director Emeritus"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NWFL director Ralph Matergia report in this Form 4 filing?

Ralph A. Matergia reported receiving 45 shares of Norwood Financial (NWFL) Common Stock as a grant on April 10, 2026. The shares were issued as Director Retainer Shares under the 2024 Equity Incentive Plan, increasing his direct ownership stake in the company.

How many NWFL shares does Ralph Matergia hold directly after this grant?

After the April 10, 2026 grant, Ralph A. Matergia directly holds 26,473 shares of Norwood Financial (NWFL) Common Stock. This figure reflects his position following the 45-share Director Retainer award reported in the Form 4 insider transaction filing.

What price was used for the NWFL director’s 45-share award?

The 45-share Common Stock award to director Ralph A. Matergia was reported at $30.39 per share. This price is used for reporting purposes in the Form 4 and indicates the value assigned to the Director Retainer Shares under the equity incentive arrangement.

What is the 2024 Equity Incentive Plan mentioned for NWFL?

The 45-share grant to Ralph A. Matergia is described as Director Retainer Shares issued under Norwood Financial’s 2024 Equity Incentive Plan. This plan provides stock-based compensation, granting Common Stock as part of director remuneration rather than a cash-only retainer structure.

Does Ralph Matergia have indirect Restricted Stock holdings in NWFL?

Yes. In addition to directly held shares, the Form 4 lists several indirect Restricted Stock holdings for Ralph A. Matergia. These restricted awards have total share amounts such as 40, 280, 420, 550, 82 and 825 shares, reflecting separate vesting schedules and indirect ownership.

How do the NWFL Restricted Stock awards for the director vest over time?

The Restricted Stock awards vest in scheduled installments tied to service. Footnotes state vesting in equal installments beginning on December 14, 2022, December 13, 2023, December 12, 2024, December 15, 2025, and December 15, 2026, contingent on continued service as employee, outside director or director emeritus.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/14/2026 - 01:30 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Matergia Ralph A

(Last) (First) (Middle)

717 MAIN STREET

(Street)

HONESDALE PENNSYLVANIA 18431

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NORWOOD FINANCIAL CORP [ NWFL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/10/2026		A		45(1)	A	$30.39	26,473	D
Common Stock								40(2)	I	Restricted Stock
Common Stock								280(3)	I	Restricted Stock
Common Stock								420(4)	I	Restricted Stock
Common Stock								550(5)	I	Restricted Stock
Common Stock								82(5)	I	Restricted Stock
Common Stock								825(6)	I	Restricted Stock

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Director Retainer Shares issued under the 2024 Equity Incentive Plan.

2. Award vests in five equal installments beginning on December 14, 2022 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

3. Award vests in five equal installments beginning on December 13, 2023 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

4. Award vests in five equal installments beginning on December 12, 2024 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

5. Award vests in three equal installments beginning on December 15, 2025 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

6. Award vests in three equal installments beginning on December 15, 2026 and annually thereafter during such periods of continued service as an Employee, Outside Director or Director Emeritus, as applicable.

	/s/Ralph A. Matergia by Mackenzie Jackson, Power of Attorney	04/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)